Common use of Conditions to Effective Date Clause in Contracts

Conditions to Effective Date. The conditions to the effectiveness of this Agreement are as follows: (a) ACC and Owner shall have approved this Agreement, as evidenced by the execution hereof by ACC and the receipt by ACC of written confirmation from Owner of its approval hereof. (b) If necessary (as determined by ACC in its discretion) ACC shall have amended the Redevelopment Plan for purposes of making it consistent with this Agreement. (c) If necessary (as determined by ACC in its discretion) ACC shall have amended the TAD Policies (defined below) for purposes of making them consistent with this Agreement. (d) The Board of Education and ACC shall have approved and entered into an amendment of the IGA that amends Subsection (i) of Section 3.1 of Article III of the IGA by extending its term through the day before the thirtieth (30th) anniversary of the Effective Date, and that otherwise amends the IGA as and if necessary so that this Agreement and the IGA are not in conflict. (e) All material representations, warranties and covenants made by the Owner in this Agreement shall be true and correct in all material respects on the Effective Date, as evidenced by a certificate to such effect issued by the Owner to ACC. (f) ACC or the Verification Agent shall have received and verified all Due Diligence Materials required (as reasonably deemed applicable by ACC) to be delivered to ACC by the Effective Date. (g) Owner shall have delivered a certificate to ACC executed by an Owner Representative, to the effect that, to the best of its knowledge, Owner is not in Default under this Agreement or any of the Financing Documents, which Default could have a material adverse effect on the Project or Phase of the Project as reasonably determined by Owner. (h) Payment by Owner of any portion remaining unpaid of ACC’s actual costs incurred for economic forecasting, revenue projection, consultant and legal fees. (i) Owner shall have delivered a certificate to ACC executed by an Owner Representative, to the effect that the PSA is in full force and effect, or that Owner has purchased and is the owner of the Site. (j) Owner has placed into escrow an amount equal to twelve (12) months of payments of the costs of the Verification Agent as estimated by the Verification Agent. (k) Owner has submitted (i) certified copies of its organizational documents, and (ii) a certificate of good standing from the jurisdiction in which it was organized, together with evidence that it is qualified to transact business and is in good standing in the State. (l) Owner has delivered certified copies of its corporate resolutions or other evidence of its approval of this Agreement and authorizing the execution and delivery thereof by an authorized officer. adequately capitalized for purposes of carrying out the first stage of the Horizontal Infrastructure necessary to complete Phase 1A, and the Verification Agent has made such determination.

Conditions to Effective Date. The conditions obligations of the Lenders to make Loans to the effectiveness Company and of this Agreement the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are as follows:satisfied (or waived in accordance with Section 9.02): (a) ACC and Owner The Administrative Agent shall have approved received at least one executed counterpart of this AgreementAgreement from the Company, as evidenced by the execution hereof by ACC Administrative Agent, the Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Administrative Agent, the Issuing Bank, the Lenders and the receipt by ACC of written confirmation from Owner of its approval hereof.Company, together with all Exhibits thereto; (b) If necessary (as determined by ACC in its discretion) ACC The Administrative Agent shall have amended received a favorable written opinion (addressed to the Redevelopment Plan for purposes Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of making it consistent with this Agreement(i) ▇.▇. ▇▇▇▇▇▇▇▇, Senior Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) ▇▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent; (c) If necessary (as determined by ACC in its discretion) ACC The Administrative Agent shall have amended received documents and certificates relating to the TAD Policies (defined below) for purposes organization, existence and good standing of making them consistent with the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement.Agreement on behalf of the Company, all in form and substance reasonably satisfactory to the Administrative Agent; (d) The Board of Education and ACC Administrative Agent shall have approved received a certificate, dated the Effective Date and entered into an amendment signed by the President, a Vice President or a Financial Officer of the IGA that amends Subsection (i) of Section 3.1 of Article III of the IGA by extending its term through the day before the thirtieth (30th) anniversary Company, confirming as of the Effective Date, that (i) the representations and that otherwise amends warranties of the IGA as and if necessary so that Company set forth in Article III of this Agreement and the IGA are not in conflict. (e) All material representations, warranties and covenants made by the Owner in this Agreement shall be true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, as evidenced by a certificate to such effect issued by the Owner to ACC. (f) ACC or the Verification Agent shall have received and verified all Due Diligence Materials required (as reasonably deemed applicable by ACC) to be delivered to ACC by the Effective Date. (g) Owner shall have delivered a certificate to ACC executed by an Owner Representativeincluding, to the effect thatextent invoiced, reimbursement or payment of all out-of-pocket expenses required to the best of its knowledge, Owner is not in Default under this Agreement be reimbursed or any of the Financing Documents, which Default could have a material adverse effect on the Project or Phase of the Project as reasonably determined by Owner. (h) Payment by Owner of any portion remaining unpaid of ACC’s actual costs incurred for economic forecasting, revenue projection, consultant and legal fees. (i) Owner shall have delivered a certificate to ACC executed by an Owner Representative, to the effect that the PSA is in full force and effect, or that Owner has purchased and is the owner of the Site. (j) Owner has placed into escrow an amount equal to twelve (12) months of payments of the costs of the Verification Agent as estimated paid by the Verification AgentCompany hereunder. (k) Owner has submitted (i) certified copies of its organizational documents, and (ii) a certificate of good standing from the jurisdiction in which it was organized, together with evidence that it is qualified to transact business and is in good standing in the State. (l) Owner has delivered certified copies of its corporate resolutions or other evidence of its approval of this Agreement and authorizing the execution and delivery thereof by an authorized officer. adequately capitalized for purposes of carrying out the first stage of the Horizontal Infrastructure necessary to complete Phase 1A, and the Verification Agent has made such determination.

Conditions to Effective Date. The consents and waivers set forth in Sections 1 and 2 shall become effective on and after the date when the following conditions to shall have been satisfied (the effectiveness of this Agreement are as follows:“Effective Date”): (a) ACC and Owner This Consent Letter shall have approved this Agreement, as evidenced been executed and delivered by the execution hereof by ACC Borrower, the Subsidiary Guarantors, the Administrative Agent, the Collateral Agent, INSW and the receipt by ACC of written confirmation from Owner of its approval hereofLenders constituting Required Lenders (the “Consenting Lenders”). (b) If necessary (On and as determined by ACC in its discretion) ACC shall have amended the Redevelopment Plan for purposes of making it consistent with this Agreement. (c) If necessary (as determined by ACC in its discretion) ACC shall have amended the TAD Policies (defined below) for purposes of making them consistent with this Agreement. (d) The Board of Education and ACC shall have approved and entered into an amendment of the IGA that amends Subsection (i) of Section 3.1 of Article III of the IGA by extending its term through the day before the thirtieth (30th) anniversary of the Effective Date, after giving effect to the waivers and that otherwise amends consents set forth in Sections 1 and 2 of this Consent Letter, all representations and warranties of the IGA as Borrower and if necessary so that this Agreement and the IGA are not in conflict. (e) All material representations, warranties and covenants made by the Owner its Subsidiaries contained in this Consent Letter, the Credit Agreement or in any other Credit Document shall be true and correct in all material respects on (it being understood and agreed that any representation or warranty which by its terms is made as of a specified date shall be required to be true and correct in all material respects only as of such specified date). (c) On and as of the Effective Date, as evidenced by a certificate after giving effect to such effect issued by the Owner to ACCwaivers and consent set forth in Sections 1 and 2 of this Consent Letter, no Default or Event of Default shall have occurred and be continuing. (fd) ACC Payment of all fees and all other reasonable fees and documented out-of-pocket costs and expenses (including, without limitation, the reasonable legal fees and expenses of White & Case LLP and other local counsel to the Administrative Agent) and other compensation due and payable on or prior to the Verification Effective Date, in each case, payable to the Administrative Agent, the Collateral Agent shall have received and verified all Due Diligence Materials required the Lenders in respect of the transactions contemplated by this Restatement Agreement to the extent reasonably invoiced at least two (as reasonably deemed applicable by ACC2) Business Days prior to be delivered to ACC by the Effective Date. (ge) Owner On the Effective Date, the Administrative Agent shall have delivered a certificate to ACC executed by an Owner Representative, deliver written notice to the effect thatLenders, to the best of its knowledge, Owner is not in Default under this Agreement or any Credit Parties and INSW of the Financing Documents, which Default could have a material adverse effect on the Project or Phase occurrence of the Project as reasonably determined by OwnerEffective Date. (h) Payment by Owner of any portion remaining unpaid of ACC’s actual costs incurred for economic forecasting, revenue projection, consultant and legal fees. (i) Owner shall have delivered a certificate to ACC executed by an Owner Representative, to the effect that the PSA is in full force and effect, or that Owner has purchased and is the owner of the Site. (j) Owner has placed into escrow an amount equal to twelve (12) months of payments of the costs of the Verification Agent as estimated by the Verification Agent. (k) Owner has submitted (i) certified copies of its organizational documents, and (ii) a certificate of good standing from the jurisdiction in which it was organized, together with evidence that it is qualified to transact business and is in good standing in the State. (l) Owner has delivered certified copies of its corporate resolutions or other evidence of its approval of this Agreement and authorizing the execution and delivery thereof by an authorized officer. adequately capitalized for purposes of carrying out the first stage of the Horizontal Infrastructure necessary to complete Phase 1A, and the Verification Agent has made such determination.

Conditions to Effective Date. The conditions obligations of the Lenders to make Loans to the effectiveness Company and of this Agreement the Issuing Bank to issue the Letter of Credit for the account of the Company shall not become effective until the date on which each of the following conditions are as follows:satisfied (or waived in accordance with Section 9.02): (a) ACC and Owner The Administrative Agent shall have approved received at least one executed counterpart of this AgreementAgreement from the Company, as evidenced by each Agent, the execution hereof by ACC Issuing Bank and each Lender, and arrangements satisfactory to the Administrative Agent shall have been made for the delivery of additional executed counterparts, sufficient in number for distribution to the Agents, the Issuing Bank, the Lenders and the receipt by ACC of written confirmation from Owner of its approval hereof.Company, together with all Exhibits thereto; (b) If necessary (as determined by ACC in its discretion) ACC The Administrative Agent shall have amended received a favorable written opinion (addressed to the Redevelopment Plan for purposes Administrative Agent, the Issuing Bank and the Lenders and dated the Effective Date) of making it consistent with this Agreement.(i) L.▇. ▇▇▇▇▇▇▇▇, Vice President, General Counsel and Secretary of the Company, in a form reasonably satisfactory to the Administrative Agent and (ii) J▇▇▇▇ Day, in a form reasonably satisfactory to the Administrative Agent; (c) If necessary (as determined by ACC in its discretion) ACC The Administrative Agent shall have amended received documents and certificates relating to the TAD Policies (defined below) for purposes organization, existence and good standing of making them consistent with the Company, the authorization of the Transactions, the incumbency of the persons executing this Agreement.Agreement on behalf of the Company, all in form and substance satisfactory to the Administrative Agent; (d) The Board of Education and ACC Administrative Agent shall have approved received a certificate, dated the Effective Date and entered into an amendment signed by the President, a Vice President or a Financial Officer of the IGA that amends Subsection (i) of Section 3.1 of Article III of the IGA by extending its term through the day before the thirtieth (30th) anniversary Company, confirming as of the Effective Date, that (i) the representations and that otherwise amends warranties of the IGA as and if necessary so that Company set forth in Article III of this Agreement and the IGA are not in conflict. (e) All material representations, warranties and covenants made by the Owner in this Agreement shall be true and correct in all material respects on and as of such date and (ii) no Default has occurred and is continuing; and (e) The Administrative Agent and each Lender (and its Affiliates) shall have received all fees and other amounts due and payable on or prior to the Effective Date, as evidenced by a certificate to such effect issued by the Owner to ACC. (f) ACC or the Verification Agent shall have received and verified all Due Diligence Materials required (as reasonably deemed applicable by ACC) to be delivered to ACC by the Effective Date. (g) Owner shall have delivered a certificate to ACC executed by an Owner Representativeincluding, to the effect thatextent invoiced, reimbursement or payment of all out-of-pocket expenses required to the best of its knowledge, Owner is not in Default under this Agreement be reimbursed or any of the Financing Documents, which Default could have a material adverse effect on the Project or Phase of the Project as reasonably determined by Owner. (h) Payment by Owner of any portion remaining unpaid of ACC’s actual costs incurred for economic forecasting, revenue projection, consultant and legal fees. (i) Owner shall have delivered a certificate to ACC executed by an Owner Representative, to the effect that the PSA is in full force and effect, or that Owner has purchased and is the owner of the Site. (j) Owner has placed into escrow an amount equal to twelve (12) months of payments of the costs of the Verification Agent as estimated paid by the Verification AgentCompany hereunder. (k) Owner has submitted (i) certified copies of its organizational documents, and (ii) a certificate of good standing from the jurisdiction in which it was organized, together with evidence that it is qualified to transact business and is in good standing in the State. (l) Owner has delivered certified copies of its corporate resolutions or other evidence of its approval of this Agreement and authorizing the execution and delivery thereof by an authorized officer. adequately capitalized for purposes of carrying out the first stage of the Horizontal Infrastructure necessary to complete Phase 1A, and the Verification Agent has made such determination.

Conditions to Effective Date. The This Agreement shall become effective on the date on which each of the following conditions to is satisfied or waived in accordance with the effectiveness of this Agreement are as followsterms hereof: (a) ACC and Owner The Administrative Agent shall have approved received the following, each of which shall be originals, telecopies or other customary means of electronic transmission (e.g., “pdf”) (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Initial Borrower (if applicable), each dated as of the Effective Date (or, in the case of certificates of governmental officials, a recent date before the Effective Date) and each in form and substance reasonably satisfactory to the Administrative Agent and each of the Arrangers: (i) executed counterparts of this Agreement, dated as evidenced of the Effective Date, in such number as reasonably requested by the execution hereof Administrative Agent, duly executed by ACC the Initial Borrower, the L/C Issuers, the Swing Line Lender and the receipt Lenders party hereto on the Effective Date; (ii) a certificate of the secretary or assistant secretary of the Initial Borrower, dated as of the Effective Date, certifying (A) that attached thereto is a true and complete copy of each current Organization Document of the Initial Borrower certified (to the extent applicable) as of a recent date by ACC the Secretary of written confirmation from Owner State of the state of its approval hereoforganization, (B) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or other governing body) of the Initial Borrower authorizing the execution, delivery and performance of the Loan Documents to which the Initial Borrower is a party and the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended (except as attached thereto) and are in full force and effect and (C) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of the Initial Borrower (together with a certificate of another officer as to the incumbency and specimen signature of the secretary or assistant secretary executing the certificate in this clause (ii)); (iii) a certificate as to the good standing or equivalent of the Initial Borrower (in so-called “long-form” if available) as of a recent date, from the Secretary of State of the Initial Borrower’s jurisdiction of organization; (iv) a favorable opinion of (A) Cravath, Swaine & ▇▇▇▇▇ LLP, special New York counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H-1 with such changes thereto, and with respect to such other matters concerning the Initial Borrower and the Loan Documents, as the Arrangers may reasonably request and (B) in-house counsel to each Loan Party, addressed to the Administrative Agent and each Lender, as to the matters set forth in Exhibit H-2 with such changes thereto, and with respect to such other matters concerning the Initial Borrower and the Loan Documents, as the Arrangers may reasonably request; and (v) a certificate signed by a Responsible Officer certifying that the condition specified in Section 4.03(a) (solely with respect to the representations and warranties to be made on the Effective Date) has been satisfied. (b) If necessary (as determined by ACC in its discretion) ACC The Borrower shall have amended paid all reasonable out-of-pocket fees, charges and disbursements of counsel to the Redevelopment Plan for purposes of making it consistent with this Agreement. Administrative Agent (c) If necessary (as determined by ACC in its discretion) ACC shall have amended the TAD Policies (defined below) for purposes of making them consistent with this Agreement. (d) The Board of Education and ACC shall have approved and entered into an amendment of the IGA that amends Subsection (i) of Section 3.1 of Article III of the IGA by extending its term through the day before the thirtieth (30th) anniversary of the Effective Date, and that otherwise amends the IGA as and directly to such counsel if necessary so that this Agreement and the IGA are not in conflict. (e) All material representations, warranties and covenants made requested by the Owner in this Agreement shall be true and correct in all material respects on the Effective Date, as evidenced by a certificate to such effect issued by the Owner to ACC. (f) ACC or the Verification Agent shall have received and verified all Due Diligence Materials required (as reasonably deemed applicable by ACCAdministrative Agent) to be delivered the extent invoiced at least three Business Days prior to ACC by the Effective Date. (gc) Owner The Administrative Agent and Lenders shall have delivered a certificate to ACC executed by an Owner Representative, received at least three business days prior to the effect that, Effective Date all documentation and other information about the Initial Borrower as has been reasonably requested in writing at least 10 days prior to the best of its knowledgeEffective Date by the Administrative Agent or Lenders that they reasonably determine is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, Owner is not in Default under this Agreement or any including the USA PATRIOT Act. Without limiting the generality of the Financing Documents, which Default could have a material adverse effect on the Project or Phase provisions of the Project as reasonably determined by Owner. (h) Payment by Owner last paragraph of any portion remaining unpaid of ACC’s actual costs incurred for economic forecastingSection 9.03, revenue projection, consultant and legal fees. (i) Owner shall have delivered a certificate to ACC executed by an Owner Representative, to the effect that the PSA is in full force and effect, or that Owner has purchased and is the owner of the Site. (j) Owner has placed into escrow an amount equal to twelve (12) months of payments of the costs of the Verification Agent as estimated by the Verification Agent. (k) Owner has submitted (i) certified copies of its organizational documents, and (ii) a certificate of good standing from the jurisdiction in which it was organized, together with evidence that it is qualified to transact business and is in good standing in the State. (l) Owner has delivered certified copies of its corporate resolutions or other evidence of its approval of this Agreement and authorizing the execution and delivery thereof by an authorized officer. adequately capitalized for purposes of carrying out determining compliance with the first stage of the Horizontal Infrastructure necessary conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to complete Phase 1Ahave consented to, and the Verification Agent has made such determinationapproved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender.

Conditions to Effective Date. The conditions A. Conditions Precedent to the effectiveness of this Agreement Effective Date The following are as follows: (a) ACC and Owner shall have approved this Agreement, as evidenced by conditions precedent to the execution hereof by ACC and the receipt by ACC of written confirmation from Owner of its approval hereof. (b) If necessary (as determined by ACC in its discretion) ACC shall have amended the Redevelopment Plan for purposes of making it consistent with this Agreement. (c) If necessary (as determined by ACC in its discretion) ACC shall have amended the TAD Policies (defined below) for purposes of making them consistent with this Agreement. (d) The Board of Education and ACC shall have approved and entered into an amendment of the IGA that amends Subsection (i) of Section 3.1 of Article III of the IGA by extending its term through the day before the thirtieth (30th) anniversary occurrence of the Effective Date, and that otherwise amends each of which must be satisfied on or prior to the IGA as and if necessary so that this Agreement and the IGA are not Effective Date or waived in conflict.accordance with Article IX.B: (e) All material representations, warranties and covenants made by the Owner in this 1. The Restructuring Support Agreement shall be true not have been terminated and correct in all material respects on the Effective Date, as evidenced by a certificate to such effect issued by the Owner to ACC. (f) ACC or the Verification Agent shall have received and verified all Due Diligence Materials required (as reasonably deemed applicable by ACC) to be delivered to ACC by the Effective Date. (g) Owner shall have delivered a certificate to ACC executed by an Owner Representative, to the effect that, to the best of its knowledge, Owner is not in Default under this Agreement or any of the Financing Documents, which Default could have a material adverse effect on the Project or Phase of the Project as reasonably determined by Owner. (h) Payment by Owner of any portion remaining unpaid of ACC’s actual costs incurred for economic forecasting, revenue projection, consultant and legal fees. (i) Owner shall have delivered a certificate to ACC executed by an Owner Representative, to the effect that the PSA is remain in full force and effect, or that Owner has purchased and is the owner of the Site. (j) Owner has placed into escrow an amount equal to twelve (12) months of payments of the costs of the Verification Agent as estimated by the Verification Agent2. The Backstop Commitment Agreement shall not have been terminated and shall remain in full force and effect. (k) Owner has submitted (i) certified copies of its organizational documents, and (ii) 3. The Bankruptcy Court shall have approved the Disclosure Statement on a certificate of good standing from the jurisdiction in which it was organized, together with evidence that it is qualified to transact business and is in good standing in the Statefinal basis. (l) Owner has delivered certified copies of its corporate resolutions or other evidence of its approval of this Agreement and authorizing 4. The Bankruptcy Court shall have entered the execution and delivery thereof by an authorized officer. adequately capitalized for purposes of carrying out the first stage of the Horizontal Infrastructure necessary to complete Phase 1AConfirmation Order, which shall have become a Final Order, and the Verification Agent Plan shall not have been amended, altered, or modified from the Plan as confirmed by the Confirmation Order in any material respect, unless such material amendment, alteration, or modification has been made in accordance with the Plan. 5. All applicable authorizations, consents, regulatory approvals, rulings, or documents that are necessary to implement and effectuate the Plan shall have been obtained (and all applicable waiting periods shall have expired). 6. Any and all professional fees and expenses of Professionals already approved by the Bankruptcy Court shall have been paid in full. 7. The Professional Fee Reserve Amount shall have been funded into the Professional Fee Escrow Account. 8. The unpaid, reasonable, and documented fees and expenses of the Consenting Senior Secured Noteholder Advisors, the Consenting Convertible Noteholder Advisors, and the Prepetition Agents/Trustees (in each case inclusive of any estimates through the Effective Date) shall have been paid in full in Cash; provided, that payment of any such determinationamounts incurred by such professionals as of the Effective Date but not invoiced to the Debtors at least two Business Days prior to the Effective Date shall not be a condition precedent to the effectiveness of the Plan and shall be payable by the Reorganized Debtors within five Business Days after the receipt of summary invoices therefor (in all cases without any requirement (y) to provide itemized time detail or (z) for the Bankruptcy Court review or approval (including to File a fee application with the Bankruptcy Court)). 9. No governmental entity or federal or state court of competent jurisdiction shall have enacted, issued, promulgated, enforced, or entered any law or order (whether temporary, preliminary, or permanent) in any case that is in effect and that prevents or prohibits consummation of the Plan, and no Governmental Unit shall have instituted any action or proceeding (that remains pending on what could otherwise be the Effective Date) seeking to stay, enjoin, restrain, or otherwise prohibit Plan Consummation. 10. The PSP Loan Lender has agreed to modify the interest rate of the PSP Loans on terms agreeable to the Debtors, in consultation with the Required Consenting Stakeholders. 11. All documents and agreements necessary to implement the Plan, including the New Organizational Documents, the Exit Financing Documents, the Equity Rights Offering Documents, and all other items contained in the Plan Supplement, shall be in form and substance acceptable to the Debtors and the Required Consenting Stakeholders and shall have been effected or executed and remain in full force and effect. 12. All conditions precedent to the consummation of the Exit Financing Facilities, Equity Rights Offering, and Backstop Commitment shall have been satisfied or waived in accordance with the terms of the Exit Financing Documents, Equity Rights Offering Documents, and Backstop Commitment Agreement, as applicable. 13. All conditions precedent to the issuance of the New Equity Interests, other than any conditions related to the occurrence of the Effective Date, shall have occurred. B. Waiver of Conditions to Effectiveness

Conditions to Effective Date. The conditions to Agreement shall not be effective until a date (the effectiveness of this Agreement are as follows: (a"Effective Date") ACC and Owner shall have approved this Agreement, as evidenced by on which the execution hereof by ACC Lenders and the receipt by ACC of written confirmation from Owner of its approval hereof. Administrative Agent (b) If necessary (as determined by ACC in its discretion) ACC shall have amended the Redevelopment Plan for purposes of making it consistent with this Agreement. (c) If necessary (as determined by ACC in its discretion) ACC shall have amended the TAD Policies (defined below) for purposes of making them consistent with this Agreement. (d) The Board of Education and ACC shall have approved and entered into an amendment of the IGA that amends Subsection (i) of Section 3.1 of Article III of the IGA by extending its term through the day before the thirtieth (30th) anniversary of the Effective Date, and that otherwise amends the IGA as and if necessary so that this Agreement and the IGA are not in conflict. (e) All material representations, warranties and covenants made by the Owner in this Agreement shall be true and correct in all material respects on the Effective Date, as evidenced by a certificate to such effect issued by the Owner to ACC. (f) ACC or the Verification Administrative Agent for the Lenders, for each Lender and Agent and their counsel) shall have received sufficient originally executed copies, where appropriate, each of the following, in scope, form and verified all Due Diligence Materials required (as reasonably deemed applicable by ACC) to be delivered to ACC by the Effective Date. (g) Owner shall have delivered a certificate to ACC executed by an Owner Representative, substance satisfactory to the effect that, to the best of its knowledge, Owner is not in Default under this Agreement or any of the Financing Documents, which Default could have a material adverse effect on the Project or Phase of the Project as reasonably determined by Owner. (h) Payment by Owner of any portion remaining unpaid of ACC’s actual costs incurred for economic forecasting, revenue projection, consultant and legal fees.Lenders: (i) Owner shall have delivered a certificate to ACC executed by an Owner Representative, originals of the Transaction Documents in form and substance satisfactory to the effect that the PSA is in full force and effect, or that Owner has purchased and is the owner Administrative Agent; (ii) payment of the Site.Initial Structuring Fee and all other fees (other than the Optional Advance Fee) to the Arranger, payment of all other fees to be paid to the Lenders and payment of all expenses for which invoices have been presented to the Borrower; (j) Owner has placed into escrow an amount equal to twelve (12) months of payments of the costs of the Verification Agent as estimated by the Verification Agent. (k) Owner has submitted (iiii) certified copies of its organizational documentsall necessary action taken by the Borrower to authorize the execution, delivery and performance by it, in accordance with their respective terms, of the Transaction Documents and any other documents required or contemplated hereunder and thereunder to which it is a party and the consummation of the transactions contemplated hereby and thereby; (iiiv) certified copies of all government filings and third party approvals, if any, necessary to be obtained by the Borrower in order to authorize the Borrowings and to authorize the execution, delivery and performance by the Borrower, in accordance with their respective terms, of the Transaction Documents and any other documents to which the Borrower is a party required or contemplated hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby; (v) certified copies of the certificate of incorporation and by-laws of the Borrower, satisfactory in form and substance to the Lenders together with a good standing certificate from the Secretary of State of the State of Delaware and, except where the failure to qualify is not reasonably likely to have a Material Adverse Effect, each other state in which it is qualified as a foreign corporation to do business, each dated as of a recent date; (vi) a certificate of good standing from incumbency with respect to the jurisdiction in which it was organized, together with evidence that it is qualified signature of each Person authorized by the Borrower to transact business and is in good standing in sign the State.Transaction Documents or any other document required or contemplated hereunder or thereunder; (lvii) Owner has delivered certified copies the favorable written opinions of its corporate resolutions Orri▇▇, ▇▇rr▇▇▇▇▇▇ & ▇utc▇▇▇▇▇ ▇▇▇, counsel for the Borrower, or other evidence of its approval of this Agreement Robe▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇q., each in form and authorizing the execution and delivery thereof by an authorized officer. adequately capitalized for purposes of carrying out the first stage of the Horizontal Infrastructure necessary substance reasonably satisfactory to complete Phase 1A, and the Verification Agent has made such determination.the

Conditions to Effective Date. The This Agreement shall become effective on and as of the first date (the “Effective Date”) on which all of the following conditions to the effectiveness of this Agreement are as followsprecedent have been satisfied: (a) ACC and Owner The Agent shall have approved received from each party hereto a counterpart of this Agreement, as evidenced by the execution hereof by ACC and the receipt by ACC Agreement signed on behalf of written confirmation from Owner of its approval hereofsuch party. (b) If necessary (as determined by ACC in its discretion) ACC The Company shall have amended paid all accrued fees due and payable under the Redevelopment Plan for purposes Term Fee Letter and all reasonable and documented out-of-pocket expenses of making it consistent with the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent) required to be paid pursuant to this Agreement. (c) If necessary (as determined by ACC , in its discretion) ACC shall have amended the TAD Policies (defined below) for purposes case of making them consistent with this Agreement. (d) The Board of Education and ACC shall have approved and entered into an amendment of expenses to the IGA that amends Subsection (i) of Section 3.1 of Article III of the IGA by extending its term through the day before the thirtieth (30th) anniversary of the Effective Date, and that otherwise amends the IGA as and if necessary so that this Agreement and the IGA are not in conflict. (e) All material representations, warranties and covenants made by the Owner in this Agreement shall be true and correct in all material respects on the Effective Date, as evidenced by a certificate extent invoiced at least three Business Days prior to such effect issued by the Owner to ACC. (f) ACC or the Verification Agent shall have received and verified all Due Diligence Materials required (as reasonably deemed applicable by ACC) to be delivered to ACC by the Effective Date. (gc) Owner Each of the Lenders shall have delivered received, at least three Business Days in advance of the Effective Date, all documentation and other information with respect to the Company, as has been reasonably requested in writing at least ten (10) Business Days prior to the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act and including a Beneficial Ownership Certification if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. (d) Subject to Section 3.05, on the Effective Date, the following statements will be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date, and (ii) No event has occurred and is continuing that constitutes a Default. (e) The Agent shall have received on or before the Effective Date the following, each dated such day, in form and substance reasonably satisfactory to ACC executed by an Owner Representativethe Agent, to the effect that, extent requested at least three Business Days in advance of the Effective Date: (i) The Notes to the best order of the Lenders to the extent requested by any Lender pursuant to Section 2.16. (f) The Agent shall have received such documents and certificates as the Agent or its knowledgecounsel may reasonably request relating to the organization, Owner is not in Default under existence and good standing (or equivalent) of the Company hereto on the Effective Date, and authorization by the Board of Directors or other similar governing body of the Company of this Agreement or any and the other Loan Documents and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents, as applicable. (g) The Agent shall have received a certificate of the Financing Documents, which Default could have a material adverse effect on the Project Secretary or Phase an Assistant Secretary or comparable officer of the Project as reasonably determined by OwnerCompany certifying the names and true signatures of the officers of the Company authorized to sign this Agreement and the other Loan Documents. (h) Payment by Owner The Agent shall have received a favorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company, in a form reasonably satisfactory to the Agent and as to such other matters as any portion remaining unpaid of ACC’s actual costs incurred for economic forecasting, revenue projection, consultant and legal feesLender through the Agent may reasonably request. (i) Owner The lead arranger under the Bridge Commitment Letter shall have delivered a certificate to ACC executed by an Owner Representative, to the effect that the PSA is in full force and effect, or that Owner has purchased and is the owner of the Site. (j) Owner has placed into escrow an amount equal to twelve (12) months of payments of the costs of the Verification Agent as estimated by the Verification Agent. (k) Owner has submitted (i) certified copies of its organizational documents, and (ii) received a certificate of good standing from an officer of the jurisdiction in which it was organized, together with evidence Company confirming that it is qualified to transact business and is in good standing in the State. (l) Owner has delivered certified copies of its corporate resolutions or other evidence of its approval of this Agreement and authorizing constitutes a “Qualifying Bank Facility” for the execution and delivery thereof by an authorized officer. adequately capitalized for purposes of carrying out the first stage of the Horizontal Infrastructure necessary to complete Phase 1A, and the Verification Agent has made such determinationBridge Commitment Letter.

Conditions to Effective Date. The Agreement and the Commitments shall become effective on and as of the first date (the “Effective Date”) on which all of the following conditions to the effectiveness of this Agreement are as followsprecedent have been satisfied: (a) ACC and Owner The Agent shall have approved received from each party hereto a counterpart of this Agreement, as evidenced by the execution hereof by ACC and the receipt by ACC Agreement signed on behalf of written confirmation from Owner of its approval hereofsuch party. (b) If necessary (as determined by ACC in its discretion) ACC The Company shall have amended paid all accrued fees due and payable under the Redevelopment Plan for purposes Fee Letter and all reasonable and documented out-of-pocket expenses of making it consistent with the Agent and the Lenders (including the accrued fees and expenses of counsel to the Agent) required to be paid pursuant to this Agreement. (c) If necessary (as determined by ACC , in its discretion) ACC shall have amended the TAD Policies (defined below) for purposes case of making them consistent with this Agreement. (d) The Board of Education and ACC shall have approved and entered into an amendment of expenses to the IGA that amends Subsection (i) of Section 3.1 of Article III of the IGA by extending its term through the day before the thirtieth (30th) anniversary of the Effective Date, and that otherwise amends the IGA as and if necessary so that this Agreement and the IGA are not in conflict. (e) All material representations, warranties and covenants made by the Owner in this Agreement shall be true and correct in all material respects on the Effective Date, as evidenced by a certificate extent invoiced at least three Business Days prior to such effect issued by the Owner to ACC. (f) ACC or the Verification Agent shall have received and verified all Due Diligence Materials required (as reasonably deemed applicable by ACC) to be delivered to ACC by the Effective Date. (c) Each of the Lenders shall have received, at least three Business Days in advance of the Effective Date, all documentation and other information with respect to the Company, as has been reasonably requested in writing at least five (5) Business Days prior to the Effective Date, required by Governmental Authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including as required by the Patriot Act and including a Beneficial Ownership Certification if it qualifies as a “legal entity customer” under the Beneficial Ownership Regulation. (d) On the Effective Date, the following statements will be true and the Agent shall have received for the account of each Lender a certificate signed by a duly authorized officer of the Company, dated the Effective Date, stating that: (i) The representations and warranties contained in Section 4.01 are correct on and as of the Effective Date in all material respects (unless qualified by materiality, in which case are correct in all respects), and (ii) No event has occurred and is continuing that constitutes a Default. (e) The Agent shall have received on or before the Effective Date, Notes to the extent requested by any Lender pursuant to Section 2.16 at least three Business Days in advance of the Effective Date. (f) The Agent shall have received such documents and certificates as the Agent or its counsel may reasonably request relating to the organization, existence and good standing (or equivalent) of the Company hereto on the Effective Date, and authorization by the Board of Directors or other similar governing body of the Company of this Agreement and the other Loan Documents and of all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Agreement and the other Loan Documents, as applicable. (g) Owner The Agent shall have delivered received a certificate of the Secretary or an Assistant Secretary or comparable officer of the Company certifying the names and true signatures of the officers of the Company authorized to ACC executed by an Owner Representative, to the effect that, to the best of its knowledge, Owner is not in Default under sign this Agreement or any of and the Financing other Loan Documents, which Default could have a material adverse effect on the Project or Phase of the Project as reasonably determined by Owner. (h) Payment by Owner of any portion remaining unpaid of ACC’s actual costs incurred for economic forecasting, revenue projection, consultant and legal fees. (i) Owner The Agent shall have delivered received a certificate to ACC executed by an Owner Representativefavorable opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company, in a form reasonably satisfactory to the effect that Agent and as to such other matters as any Lender through the PSA is in full force and effect, or that Owner has purchased and is the owner of the SiteAgent may reasonably request. (j) Owner has placed into escrow an amount equal to twelve (12) months of payments of the costs of the Verification Agent as estimated by the Verification Agent. (k) Owner has submitted (i) certified copies of its organizational documents, and (ii) a certificate of good standing from the jurisdiction in which it was organized, together with evidence that it is qualified to transact business and is in good standing in the State. (l) Owner has delivered certified copies of its corporate resolutions or other evidence of its approval of this Agreement and authorizing the execution and delivery thereof by an authorized officer. adequately capitalized for purposes of carrying out the first stage of the Horizontal Infrastructure necessary to complete Phase 1A, and the Verification Agent has made such determination.

Conditions to Effective Date. The conditions obligation of Lenders and Letter of Credit Issuer hereunder is subject to the effectiveness of this Agreement are as followsconditions precedent that Administrative Agent shall have received, on or before the Effective Date, the following: (a) ACC and Owner The Administrative Agent shall have approved received from each party hereto either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include an electronic transmission of a signed signature page of this Agreement, as evidenced by the execution hereof by ACC and the receipt by ACC ) that such party has signed a counterpart of written confirmation from Owner of its approval hereofthis Agreement. (b) If necessary (as determined by ACC in its discretion) ACC The Administrative Agent shall have amended received from Borrower a signed Note for the Redevelopment Plan for purposes account of making it consistent with this Agreementeach Lender, in the amount of such Lender’s Commitments. (c) If necessary (as determined by ACC in its discretion) ACC The Administrative Agent shall have amended received from each party thereto either (x) a counterpart of each of the TAD Policies reaffirmation and confirmation of the Security Agreement and the Cash Collateral Agreement (defined belowCollateral Account) for purposes signed on behalf of making them consistent with this Agreementsuch party or (y) written evidence satisfactory to the Administrative Agent (which may include an electronic transmission of signed signature pages thereof) that such party has signed a counterpart thereof. (d) The Board of Education and ACC Administrative Agent shall have approved and entered into an amendment received copies or originals of signed Subscription Agreements (dated as of a date not later than the Effective Date) from all Investors as of the IGA that amends Subsection (i) Effective Date certified to be true, complete and correct by a Responsible Officer of Section 3.1 of Article III of the IGA by extending its term through the day before the thirtieth (30th) anniversary Borrower as of the Effective Date, and that otherwise amends the IGA as and if necessary so that this Agreement and the IGA are not in conflict. (e) All material representations, warranties The Administrative Agent shall have received all fees and covenants made by the Owner in this Agreement shall be true other amounts due and correct in all material respects payable on or prior to the Effective DateDate including the fees specified in the Fee Letter and, as evidenced to the extent invoiced, reimbursement or payment of all expenses required to be reimbursed or paid by a certificate to such effect issued by Borrower hereunder, including the Owner to ACCreasonable fees and reasonable documented out-of-pocket disbursements invoiced through the Effective Date of Deutsche Bank’s special counsel. (f) ACC or the Verification The Administrative Agent shall have received favorable written opinion (addressed to the Administrative Agent and verified all Due Diligence Materials required (Lenders and dated the Effective Date) of Ropes & ▇▇▇▇ LLP, counsel to Borrower, substantially in the form of Exhibit 6.1(g)-1, and covering such other matters relating to Borrower, its respective Organizational Documents, the Loan Documents, or the Transactions as the Administrative Agent shall reasonably deemed applicable request. Borrower hereby requests such counsel to deliver such opinion, which may be delivered by ACCelectronic transmission to the Administrative Agent with the signed originals(s) to be delivered to ACC by follow within five (5) days after the Effective Date. (g) Owner The Administrative Agent shall have delivered a certificate to ACC executed by an Owner Representative, received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the effect thatorganization, existence and good standing of Borrower, the authorization of the Transactions, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the best of its knowledge, Owner is not in Default under this Agreement or any of the Financing Documents, which Default could have a material adverse effect on the Project or Phase of the Project as reasonably determined by OwnerAdministrative Agent. (h) Payment by Owner of any portion remaining unpaid of ACC’s actual costs incurred for economic forecasting, revenue projection, consultant and legal fees. (i) Owner The Administrative Agent shall have delivered received an original or a certificate copy of a signed certificate, dated the Effective Date and signed by a Responsible Officer of Borrower (x) setting forth the information required under Section 3.14 and confirming compliance with the conditions specified in Sections 6.2(c) and 6.2(d), (y) confirming that all conditions under the Subscription Agreement and Borrower’s other Organizational Documents to ACC executed by an Owner Representative, to the effect that the PSA is in full force and effect, or that Owner has purchased and is the owner of the Site. (j) Owner has placed into escrow an amount equal to twelve (12) months of payments of the costs of the Verification Agent as estimated by the Verification Agent. (k) Owner has submitted (i) certified copies of its organizational documentsBorrower’s calling for Capital Contributions have been fulfilled, and (iiz) including any information needed to issue a certificate Capital Call Notice, including notice addresses for such purpose of good standing from the jurisdiction in which it was organizedall Investors, together with evidence that it is qualified to transact business and is in good standing in the State. (l) Owner has delivered certified copies of its corporate resolutions or other evidence of its approval of this Agreement and authorizing the execution and delivery thereof by an authorized officer. adequately capitalized for purposes of carrying out the first stage schedules of the Horizontal Infrastructure necessary to complete Phase 1Arespective Capital Commitments and Unfunded Capital Commitments of the Investors, and schedules of the Verification Agent has made respective percentages to be used in determining the amount for which each Investor would be responsible in respect of any Capital Call for Capital Contributions to be applied to the satisfaction of the Obligations (all such determinationinformation, “Basic Call Information”).

Conditions to Effective Date. The conditions to This Agreement shall ---------------------------- become effective on the effectiveness date (the "Effective Date") on which each condition listed in Section 4.2 is satisfied and each of this Agreement are as followsthe following shall have occurred: (a) ACC and Owner The Agent shall have approved received counterparts of this Agreement, as evidenced executed and delivered by a duly authorized officer of each Person constituting the execution Borrower and each Lender. Each Lender shall have received a Revolving Credit Note and Term Loan Note conforming to the requirements hereof and executed by ACC a duly authorized officer of each Person constituting the Borrower and PNC shall have received the receipt Existing Loan Note and Existing New Term Loan Note executed by ACC a duly authorized officer of written confirmation from Owner each Person constituting the Borrower. The Agent shall have received the Security Agreements executed and delivered by a duly authorized officer of its approval hereofeach Person constituting the Borrower. (b) If necessary (as determined by ACC in its discretion) ACC The Agent shall have amended received a certificate of the Redevelopment Plan for purposes Secretary or an Assistant Secretary of making it consistent with each Person constituting the Borrower dated as of the Effective Date and certifying (1) that attached thereto is a true, complete and correct copy of resolutions duly adopted by the Board of Directors of such Person authorizing (x) the execution, delivery and performance of this AgreementAgreement and the Notes and the other Loan Documents and (y) the borrowings contemplated hereunder and that such resolutions have not been amended, modified, revoked or rescinded and (2) as to the incumbency and specimen signature of each officer executing any Loan Documents on behalf of such Person constituting the Borrower; and such certificate and the resolutions attached thereto shall be in form and substance satisfactory to the Agent. (c) If necessary (as determined by ACC in its discretion) ACC The Agent shall have amended received the TAD Policies (defined below) for purposes executed legal opinion of making them consistent with ▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel to the Persons constituting the Borrower, substantially in the form of Exhibit G. Such legal opinion shall cover such matters incident to the transactions contemplated by this AgreementAgreement as the Agent and the Lenders reasonably may require. (d) The Board of Education and ACC Borrower shall have approved paid to the Agent, for distribution to the Lenders, a non-refundable structuring fee of $25,000. Such fee shall be distributed as follows: $9,375 to First Fidelity Bank, N.A. and entered into an amendment of the IGA that amends Subsection (i) of Section 3.1 of Article III of the IGA by extending its term through the day before the thirtieth (30th) anniversary of the Effective Date$15,625 to PNC Bank, and that otherwise amends the IGA as and if necessary so that this Agreement and the IGA are not in conflictNational Association. (e) All material representationsThe Borrower shall have paid to the Agent, warranties for its account, the annual fee payable to the Agent pursuant to the letter agreement between the Agent and covenants made by the Owner in this Agreement shall be true and correct in all material respects on the Effective DateBorrower dated October 31, as evidenced by a certificate to such effect issued by the Owner to ACC1995. (f) ACC or the Verification Agent The Borrower shall have received and verified paid all Due Diligence Materials required (as reasonably deemed applicable by ACC) fees of counsel to be delivered to ACC by the Effective DateAgent submitted on the date hereof. This condition precedent does not derogate from the Borrower's continuing obligations under Section 10.5. (g) Owner shall have delivered a certificate to ACC executed by an Owner RepresentativeAll corporate and other proceedings, to the effect that, to the best of its knowledge, Owner is not in Default under this Agreement or any of the Financing Documents, which Default could have a material adverse effect on the Project or Phase of the Project as reasonably determined by Owner. (h) Payment by Owner of any portion remaining unpaid of ACC’s actual costs incurred for economic forecasting, revenue projection, consultant and legal fees. (i) Owner shall have delivered a certificate to ACC executed by an Owner Representative, to the effect that the PSA is in full force and effect, or that Owner has purchased and is the owner of the Site. (j) Owner has placed into escrow an amount equal to twelve (12) months of payments of the costs of the Verification Agent as estimated by the Verification Agent. (k) Owner has submitted (i) certified copies of its organizational all documents, instruments and (ii) a certificate of good standing from other legal matters in connection with the jurisdiction in which it was organized, together with evidence that it is qualified to transact business and is in good standing in the State. (l) Owner has delivered certified copies of its corporate resolutions or other evidence of its approval of transactions contemplated by this Agreement and authorizing the execution other Loan Documents shall be reasonably satisfactory in form and delivery thereof by an authorized officer. adequately capitalized for purposes of carrying out substance to the first stage of the Horizontal Infrastructure necessary to complete Phase 1ALenders, and the Verification Agent has made and the Lenders shall have received such determinationother documents and legal opinions in respect of any aspect or consequence of the transactions contemplated hereby or thereby as they may reasonably request.

Conditions to Effective Date. The conditions occurrence of the Effective Date shall be subject to the effectiveness delivery of this Agreement are as followsthe following documents satisfactory to the Agent: (a) ACC and Owner shall have approved this Agreement, as evidenced by the execution hereof by ACC and the receipt by ACC of written confirmation from Owner of its approval hereofThis Amendment. (b) If necessary A Guaranty from each Guarantor in substantially the form attached as Exhibit A hereto. (c) A Note payable to ▇▇▇▇▇ Fargo Bank, N.A. (d) The certificate of incorporation (certified by the Secretary of State of Delaware dated no earlier than 30 days prior to this Agreement) and by-laws of the Borrower and all corporate action taken by the Borrower authorizing this Amendment (including the resolutions of the Board of Directors of the Borrower authorizing the transactions contemplated hereby), in each case, certified by the secretary or assistant secretary of the Borrower. (e) A certificate of the secretary or assistant secretary of the Borrower naming and setting forth the specimen signature of each of the officers of the Borrower (i) who is authorized to sign on its behalf this Amendment and (ii) who is (A) an Authorized Officer or (B) who will, until replaced by another officer or officers duly authorized for that purpose, act as determined its representative for the purposes of signing documents and giving notices and other communications (other than notices required to be given by ACC an Authorized Officer) in its discretionconnection with this Agreement and the transactions contemplated hereby. (f) ACC A certificate of a senior officer of the Borrower dated the date of this Amendment to the effect that on and as of such date: (i) no Default shall have amended occurred and be continuing; and (ii) the Redevelopment Plan for purposes representations and warranties made by the Borrower in Section 6 of making it consistent the Credit Agreement and Section 7 hereof are true and correct with the same force and effect as if made on and as of such date. (g) An opinion of internal counsel of the Borrower, substantially in the form of Exhibit B hereto. (h) A good standing certificate from (i) the Borrower’s Federal Reserve Bank, and (ii) the Secretary of State of the Borrower’s state of incorporation shall have been delivered (in each of the foregoing cases, dated no earlier than 30 days prior to this Agreement). (i) The articles of incorporation (also certified by the Secretary of State of each Guarantor’s state of organization dated no earlier than 30 days prior to this Agreement) and by-laws of each Guarantor and all corporate action taken by each Guarantor authorizing its Guaranty Agreement and the performance of its obligations thereunder (including the resolutions of the Board of Directors of such Guarantor authorizing the transactions contemplated by its respective Guaranty Agreement), in each case, certified by the secretary or assistant secretary of such Guarantor. (j) A certificate of the secretary or assistant secretary of each Guarantor naming and setting forth the specimen signature of each of the officers of such Guarantor who is authorized to sign its Guaranty Agreement on its behalf (the Agent and each Bank may conclusively rely on such certificate until formally advised by a like certificate of any changes therein). (k) A good standing certificate from the Secretary of State of each Guarantor’s state of incorporation, dated no earlier than 30 days prior to this Agreement. (cl) If necessary (as determined by ACC An opinion of internal counsel to each Guarantor in its discretion) ACC shall have amended the TAD Policies (defined below) for purposes form of making them consistent with this AgreementExhibit C attached hereto. (dm) The Board of Education and ACC shall have approved and entered into an amendment of Such other documents as the IGA that amends Subsection (i) of Section 3.1 of Article III of the IGA by extending its term through the day before the thirtieth (30th) anniversary of the Effective Date, and that otherwise amends the IGA as and if necessary so that this Agreement and the IGA are not in conflictAgent may reasonably request. (e) All material representations, warranties and covenants made by the Owner in this Agreement shall be true and correct in all material respects on the Effective Date, as evidenced by a certificate to such effect issued by the Owner to ACC. (f) ACC or the Verification Agent shall have received and verified all Due Diligence Materials required (as reasonably deemed applicable by ACC) to be delivered to ACC by the Effective Date. (g) Owner shall have delivered a certificate to ACC executed by an Owner Representative, to the effect that, to the best of its knowledge, Owner is not in Default under this Agreement or any of the Financing Documents, which Default could have a material adverse effect on the Project or Phase of the Project as reasonably determined by Owner. (h) Payment by Owner of any portion remaining unpaid of ACC’s actual costs incurred for economic forecasting, revenue projection, consultant and legal fees. (i) Owner shall have delivered a certificate to ACC executed by an Owner Representative, to the effect that the PSA is in full force and effect, or that Owner has purchased and is the owner of the Site. (j) Owner has placed into escrow an amount equal to twelve (12) months of payments of the costs of the Verification Agent as estimated by the Verification Agent. (k) Owner has submitted (i) certified copies of its organizational documents, and (ii) a certificate of good standing from the jurisdiction in which it was organized, together with evidence that it is qualified to transact business and is in good standing in the State. (l) Owner has delivered certified copies of its corporate resolutions or other evidence of its approval of this Agreement and authorizing the execution and delivery thereof by an authorized officer. adequately capitalized for purposes of carrying out the first stage of the Horizontal Infrastructure necessary to complete Phase 1A, and the Verification Agent has made such determination.

Conditions to Effective Date. The conditions to the effectiveness of this Agreement are as follows: (a) ACC and Owner shall have approved this Agreement, as evidenced by the execution hereof by ACC and the receipt by ACC of written confirmation from Owner of its approval hereof. (b) If necessary (as determined by ACC in its discretion) ACC shall have amended the Redevelopment Plan for purposes of making it consistent with this Agreement. (c) If necessary (as determined by ACC in its discretion) ACC shall have amended the TAD Policies (defined below) for purposes of making them consistent with this Agreement. (d) The Board of Education and ACC shall have approved and entered into an amendment of the IGA that amends Subsection (i) of Section 3.1 of Article III of the IGA by extending its term through the day before the thirtieth (30th) anniversary of the Effective Date, and that otherwise amends the IGA as and if necessary so that this Agreement and the IGA are not in conflict. (e) All material representations, warranties and covenants made by the Owner in this Agreement shall be true and correct in all material respects on the Effective Date, as evidenced by a certificate to such effect issued by the Owner to ACC. (f) ACC or the Verification Agent shall have received and verified all Due Diligence Materials required (as reasonably deemed applicable by ACC) to be delivered to ACC by the Effective Date. (g) Owner shall have delivered a certificate to ACC executed by an Owner Representative, to the effect that, to the best of its knowledge, Owner is not in Default under this Agreement or any of the Financing Documents, which Default could have a material adverse effect on the Project or Phase of the Project as reasonably determined by Owner. (h) Payment by Owner of any portion remaining unpaid of ACC’s actual costs incurred for economic forecasting, revenue projection, consultant and legal fees. (i) Owner shall have delivered a certificate to ACC executed by an Owner Representative, to the effect that the PSA is in full force and effect, or that Owner has purchased and is the owner of the Site. (j) Owner has placed into escrow an amount equal to twelve (12) months of payments of the costs of the Verification Agent as estimated by the Verification Agent. (k) Owner has submitted (i) certified copies of its organizational documents, and (ii) a certificate of good standing from the jurisdiction in which it was organized, together with evidence that it is qualified to transact business and is in good standing in the State. (l) Owner has delivered certified copies of its corporate resolutions or other evidence of its approval of this Agreement and authorizing the execution and delivery thereof by an authorized officer. . (m) The Site has been rezoned to the PD (Planned Development) classification. (n) Owner has submitted to the Verification Agent data regarding Owner’s financial capacity that is sufficient for the Verification Agent to determine that Owner is adequately capitalized for purposes of carrying out the first stage of the Horizontal Infrastructure necessary to complete Phase 1A, and the Verification Agent has made such determination. (o) Owner and CCSD shall have agreed to a covenant whereby Owner will offer to rent Affordable Housing Units to employees of CCSD on a basis that, to the extent legally permissible, affords such employees a priority thereto. (p) ACC and Owner have agreed on the terms and conditions of the document evidencing the Ground Lease. For the avoidance of doubt, such document will not be executed and delivered by ACC until required by Section 6.6(g) hereof.

Conditions to Effective Date. The conditions to the effectiveness of this Agreement are as follows: (a) ACC and Owner shall have approved this Agreement, as evidenced by the execution hereof by ACC and the receipt by ACC of written confirmation from Owner of its approval hereof. (b) If necessary (as determined by ACC in its discretion) ACC shall have amended the Redevelopment Plan for purposes of making it consistent with this Agreement. (c) If necessary (as determined by ACC in its discretion) ACC shall have amended the TAD Policies (defined below) for purposes of making them consistent with this Agreement. (d) The Board of Education and ACC shall have approved and entered into an amendment of the IGA that amends Subsection (i) of Section 3.1 of Article III of the IGA by extending its term through the day before the thirtieth (30th) anniversary of the Effective Date, and that otherwise amends the IGA as and if necessary so that this Agreement and the IGA are not in conflict. (e) All material representations, warranties and covenants made by the Owner in this Agreement shall be true and correct in all material respects on the Effective Date, as evidenced by a certificate to such effect issued by the Owner to ACC. (f) ACC or the Verification Agent shall have received and verified all Due Diligence Materials required (as reasonably deemed applicable by ACC) to be delivered to ACC by the Effective Date. (g) Owner shall have delivered a certificate to ACC executed by an Owner Representative, to the effect that, to the best of its knowledge, Owner is not in Default under this Agreement or any of the Financing Documents, which Default could have a material adverse effect on the Project or Phase of the Project as reasonably determined by Owner. (h) Payment by Owner of any portion remaining unpaid of ACC’s actual costs incurred for economic forecasting, revenue projection, consultant and legal fees. (i) Owner shall have delivered a certificate to ACC executed by an Owner Representative, to the effect that the PSA is in full force and effect, or that Owner has purchased and is the owner of the Site. (j) Owner has placed into escrow an amount equal to twelve (12) months of payments of the costs of the Verification Agent as estimated by the Verification Agent. (k) Owner has submitted (i) certified copies of its organizational documents, and (ii) a certificate of good standing from the jurisdiction in which it was organized, together with evidence that it is qualified to transact business and is in good standing in the State. (l) Owner has delivered certified copies of its corporate resolutions or other evidence of its approval of this Agreement and authorizing the execution and delivery thereof by an authorized officer. . (m) The Site has been rezoned to the PD (Planned Development) classification. (n) Owner has submitted to the Verification Agent data regarding Owner’s financial capacity that is sufficient for the Verification Agent to determine that Owner is adequately capitalized for purposes of carrying out the first stage of the Horizontal Infrastructure horizontal infrastructure necessary to complete Phase 1A, and the Verification Agent has made such determination. (o) Owner and CCSD shall have agreed to a covenant whereby Owner will offer to rent Affordable Housing Units to employees of CCSD on a basis that, to the extent legally permissible, affords such employees a priority thereto. (p) ACC and Owner have agreed on the terms and conditions of the document evidencing the Ground Lease. For the avoidance of doubt, such document will not be executed and delivered by ACC until required by Section 6.6(g) hereof.